UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2006 COGNITRONICS CORPORATION (Exact name of registrant as specified in its charter) New York 1-8496 13-1953544 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 3 Corporate Drive, Danbury, Connecticut 06810 (Address of principal executive offices, including zip code) (203) 830-3400 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS (d) On October 19, 2006, Robert H. Scott was elected to the Board of Directors of the Company. Mr. Scott was named to the Audit Committee. Mr. Scott has been President and Chief Executive of Xelcor Software Inc. since September 2004. Prior to that he was President and Chief Executive of Iperia, Inc. from 2003 to 2004 and Chairman of Octave Communications Inc. from 1998 to 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COGNITRONICS CORPORATION Date: October 24, 2006 By: _______________________ Garrett Sullivan Treasurer